GENERAL CONDITIONS FOR SERVICE PROVIDERS (B2B)

For traning on the job and outsourcing financial department / domain -

Article 1 - Definitions

1. Becoming Skilled, established in Rotterdam, Chamber of Commerce number 77838130, is referred to in these general terms and conditions as

service provider.

2. In these general terms and conditions, the other party of the service provider is referred to as the client.

3. Parties are service provider and client together.

4. The agreement refers to the agreement for the provision of services between the parties.

Article 2 - Applicability of general conditions

1. These conditions apply to all offers, offers, activities, agreements and supplies of

services or goods by or on behalf of the service provider.

2. Deviation from these conditions is only possible if this has been expressly agreed in writing by the parties.

3. The agreement always contains effort obligations for the service provider, no result obligations.

Article 3 - Payment

1. Invoices must be paid within 14 days of the invoice date, unless the parties have other agreements in writing

whether a different payment term is stated on the declaration.

2. Payments are made without any appeal to suspension or set-off by transferring the amount due to

the bank account number specified by the service provider.

3. If the client does not pay an invoice within the agreed term, he is automatically without it

any reminder is needed, in default. From that moment on, the service provider is entitled to suspend the obligations until

the client has fulfilled his payment obligations.

4. If the client remains in default, the service provider will make a recovery. The costs related to that recovery

are for the account of the client. When the client is in default, he is also legal in addition to the principal

(trade) interest, extrajudicial collection costs and other damage due to the service provider. The collection costs are

calculated on the basis of the Decree on compensation for extrajudicial collection costs.

5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the client, the claims of

service provider on the client immediately due and payable.

6. If the client refuses to cooperate in the execution of the assignment by the service provider, he is still

obliges to pay the agreed price to the service provider.

Article 4 - Offers and quotations

1. The offers from the service provider are valid for a maximum of 0.5 months, unless a different term of acceptance is included in the offer

has been mentioned. If the offer is not accepted within that period, the offer will lapse.

2. Delivery times in quotations are indicative and do not entitle the client to dissolve or if they are exceeded

compensation, unless the parties have expressly agreed otherwise in writing.

3. Offers and quotations do not automatically apply to repeat orders. Parties must explicitly and in writing

match.

Article 5 - Prices

1. The prices stated on offers, quotations and invoices from the service provider are exclusive of VAT and any other

government levies, unless expressly stated otherwise.

2. The prices of goods are based on the then known cost prices. Increases in this, which are caused by the

service provider could not be foreseen at the time of making the offer or establishing the

agreement, may give rise to price increases.

3. With regard to the services, the parties to the conclusion of the agreement can agree on a fixed price.

4. If no fixed price has been agreed, the rate for the service can be determined on the basis of

of the hours actually spent. The rate is calculated according to the usual hourly rates of the service provider, applicable

for the period in which he carries out the work, unless a different hourly rate has been agreed.

5. If no rate has been agreed on the basis of the hours actually spent, a target price for the service will be

agreed, whereby the service provider is entitled to deviate from this up to 10. If the target price is more than 10% higher

service provider must inform the client in good time why a higher price is justified.

In that case, the client has the right to cancel part of the assignment, that

above the target price plus 10.

Article 6 - Price indexation

1. The prices and hourly wages agreed upon when entering into the agreement are based on the at that time

price level used. The service provider has the right to charge the fees to the client annually per 1

January.

2. Adjusted prices, rates and hourly wages will be communicated to the client as soon as possible.

Article 7 - Provision of information by the client

1. The client makes all information relevant to the execution of the assignment available to the service provider.

2. The client is obliged to perform all data and documents that the service provider thinks it needs for correct execution

of the assignment, in a timely manner and in the desired form and in the desired manner

3. The client guarantees the correctness, completeness and reliability of the information made available to the service provider

data and documents, even if they come from third parties, insofar as the nature of the assignment is no different

follows.

4. The client indemnifies the service provider against any damage in any form resulting from non-compliance with the

the first paragraph of this article.

5. If and insofar as the client requests this, the service provider returns the relevant documents.

6. Does the client not make available, in time or not properly, the data and documents required by the service provider, and

if the execution of the assignment is delayed as a result, the resulting additional costs and additional costs will be incurred

fees on behalf of the client.

Article 8 - Withdrawal of assignment

1. The client is free to terminate the assignment to the service provider at any time.

2. When the client withdraws the assignment, the client is obliged to pay the wages due and the expenses incurred by

service provider.

Article 9 - Implementation of the agreement

1. Service provider carries out the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship.

2. Service provider has the right to have work performed by third parties.

3. The execution takes place by mutual agreement and after written agreement and payment of any agreed advance.

4. It is the responsibility of the client that the service provider can start the assignment in time.

Article 10 - Contract duration of assignment

1. The agreement between the client and the service provider is entered into for an indefinite period, unless of the nature of the

agreement results in something else or the parties have expressly agreed otherwise in writing.

2. Parties within the term of the agreement for the completion of certain activities are a term

agreed, this is never a fatal term. If this period is exceeded, the client must provide a service provider

in writing in default.

Article 11 - Modification of the agreement

1. If during the execution of the agreement it appears that it is necessary for the proper execution of the assignment

In order to change or supplement the work to be performed, the parties will adjust the

agreement accordingly.

2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the

execution are affected by this. The service provider will inform the client as soon as possible.

3. If the change or addition to the agreement has financial and / or qualitative consequences, light

service provider client in writing as soon as possible.

4. If the parties have agreed a fixed fee, the service provider indicates to what extent the change or

supplementation of the agreement results in this fee being exceeded.

Article 12 - Force majeure

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a deficiency of

service provider does not meet any obligation to the client

service provider can be attributed in case of any of the will of service provider

independent circumstance, thereby fulfilling its obligations to

the client is prevented in whole or in part or as a result of which the fulfillment of his obligations is not reasonably

may be required from a service provider. These circumstances include defaults of suppliers or

other third parties, power failures, computer viruses, strikes, bad weather conditions and work stoppages.

2. If a situation as referred to above arises as a result of which the service provider does not fulfill its obligations to

the client can meet, those obligations will be suspended as long as the service provider cannot fulfill its obligations

meet. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to

dissolve the agreement in whole or in part in writing.

3. In the case referred to in the second paragraph of this article, the service provider is not obliged to pay compensation for any damage, including

does not enjoy any advantage as a service provider as a result of the force majeure situation.

Article 13 - Settlement

The client waives his right to set off a debt to the service provider against a claim on a service provider.

Article 14 - Suspension

The Client waives the right to terminate the fulfillment of any obligation under this Agreement

aprons.

Article 15 - Transfer of rights

Rights of a party to this agreement cannot be transferred without the prior written

consent of the other party. This provision counts as a clause with a property law effect as referred to in Article

3:83 paragraph 2 BW.

Article 16 - Expiry of the claim

Any right to compensation for damage caused by the service provider will in any case lapse 12 months after the event from which

liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Article 17 - Warranty

The parties have entered into an agreement of a service nature, which for Becoming Skilled only has one

effort obligation and therefore no obligation to achieve results.

Article 18 - Insurance

1. Client undertakes delivered goods that are necessary for the execution of the underlying agreement,

as well as matters of service provider that are present at the client and goods that have been delivered under retention of title,

to insure and keep insured against, among other things, fire, explosion and water damage as well as theft.

2. The client will make the policy of these insurance policies available for inspection upon first request.

Article 19 - Liability for damage

1. Service provider is not liable for damage resulting from this agreement, unless the service provider damages the damage

has caused intentionally or with gross negligence.

2. In the event that the service provider owes compensation to the client, the damage does not exceed the

fee.

3. Any liability for damage arising from or related to the performance of an agreement is

always limited to the amount in the relevant case by the (professional) liability insurance (s) taken out

is paid out. This amount is increased by the amount of the deductible according to the relevant policy.

4. The liability limitation also applies if the service provider is held liable for damage that is direct or indirect

results from the improper functioning of the service provider used in the execution of the assignment

equipment, software, data files, registers or other matters.

5. The liability of the service provider for damage resulting from

intent or deliberate recklessness of service provider, his manager or

subordinates.

Article 20 - Liability of the client

1. In case an assignment is issued by more than one person, each of them is jointly and severally liable for the amounts

who are due to the service provider under that contract.

2. If an assignment is provided indirectly or immediately by a natural person on behalf of a legal person, he can

natural person also in private client. This requires that this natural person can be considered

as the (co-) policymaker of the legal person. The natural person is therefore in the event of default by the legal person

personally liable for the payment of the declaration, irrespective of whether or not at the request of the client,

in the name of a legal person or in the name of the client as a natural person or both of them.

Article 21 - Indemnification

The client indemnifies the service provider against all claims from third parties that are related to the

service provider delivered goods and / or services.

Article 22 - Complaint obligation

1. The client is obliged to report complaints about the work performed directly in writing to the service provider. The

complaint contains the most detailed description of the shortcoming, so that the service provider is able to do this adequately

to respond.

2. In any case, a complaint cannot lead to the service provider being held to perform other activities

then have agreed.

Article 23 - Retention of title, right of suspension and right of retention

1. The goods and delivered goods and parts present at the client remain the property of the service provider until

client has paid the entire agreed price. Until then, the service provider can rely on his

retention of title and taking back things.

2. If the agreed amounts to be paid in advance are not paid or are not paid on time, the service provider has the right to

suspend the work until the agreed part has been completed. There is then talk of it

creditor default. In that case, a late delivery cannot be enforced against the service provider.

3. The service provider is not authorized to pledge the goods covered by his retention of title or in any other way

objections.

4. If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement,

service provider the right of retention. The item will then not be delivered until the client has full and in accordance with the agreement

paid.

5. In the event of liquidation, insolvency or suspension of payment of the client, the obligations of the client are

immediately due and payable.

Article 24 - Intellectual property

1. Unless otherwise agreed in writing by the parties, the service provider retains all intellectual absolute rights (including

copyright, patent law, trademark law, drawing and design law, etc.) on all designs, drawings, writings,

carriers with data or other information, quotations, images, sketches, models, models, etc.

2. The aforementioned intellectual absolute rights may not become without written permission from the service provider

copied, shown to third parties and / or made available or otherwise used.

3. The client undertakes to maintain the confidentiality of the confidential information made available to him by the service provider

information. In any case, confidential information means that to which this article relates, as well as

the company data. The client undertakes its personnel and / or third parties involved in the implementation of this

agreement, to impose a written duty of confidentiality of the purpose of this provision.

Article 25 - Confidentiality

1. Each of the parties keeps the information he receives (in whatever form) from the other party and all other information

concerning the other party that he knows or can reasonably suspect is secret or confidential, or

information that he can expect to be disseminated to the other party

can cause damage, secret and take all necessary measures to ensure that they are

personnel also keep the said information secret.

2. The duty of confidentiality referred to in the first paragraph of this article does not apply to

information:

a. which was already public at the time the recipient received this information or became public afterwards without it

a breach by the receiving party of a duty of confidentiality resting on it

b. which the receiving party can prove that this information was already in its possession at the time of provision

by the other party

c. which the receiving party has received from a third party, the third party being entitled to provide this information to the

to provide receiving party

d. which is disclosed by the receiving party under a legal obligation

3. The duty of confidentiality described in this article applies for the duration of this agreement and for a period of three

years after its end.

Article 26 - Penalty for violation of confidentiality

1. If the client violates the article of these general terms and conditions about confidentiality, the client will forfeit

for the benefit of the service provider an immediately due and payable fine of € 5,000 for each violation and an amount of

€ 500 for every day that violation continues. This is regardless of whether the violation can be committed to the client

imputed. In addition, there is no prior notice of default or judicial procedure for forfeiture of this fine

procedure required. Nor does there have to be any form of damage.

2. The forfeiture of the fine referred to in paragraph 1 of this article does not affect the other rights of

service provider including his right to claim compensation in addition to the fine.

Article 27 - Non-takeover of personnel

The client does not take employees from a service provider (or from companies to which a service provider carries out

this agreement has appealed and those involved have (have been) employed in the execution of the agreement).

Nor does he otherwise let them work directly or indirectly for themselves. This prohibition applies for the duration of the

agreement up to one year after its termination. There is one exception to this prohibition: parties can do good business

make other agreements with each other. These agreements apply insofar as they have been recorded in writing.

Article 28 - Change in general terms and conditions

1. Becoming Skilled is entitled to change or supplement these general terms and conditions.

2. Changes of minor importance can be made at any time.

3. Becoming Skilled will discuss major changes with the customer as much as possible in advance.

Article 29 - Applicable law and competent court

1. Only Dutch law applies to any agreement between the parties.

2. The Dutch judge in the district where Becoming Skilled is established / holds practice / holds office is exclusive

authorized to take cognizance of any disputes between parties, unless the law prescribes otherwise.

These general terms and conditions apply from: February 01, 2024